Business Law

All aspects of business enterprise are governed by laws and regulations. At The Law Offices of Richard Corey, PLLC., we have a firm belief in capitalism, entrepreneurship, and sound business practice. When it comes to your business, the task of choosing the right legal counsel cannot be taken lightly. Whether it’s choosing the appropriate business entity for a new start up, or negotiating and enforcing that sales contract, our firm takes pride in facilitating capital growth. Our experience in the business arena involves risk minimization, new venture optimization, brand management and contractual enforcement. Not only are we dedicated to serving our clients and perspective clients in a legal capacity, we can guarantee that our trademarked business model will act as the blue-print for taking the most calculated and precise steps into the future no matter what the objective. Schedule an appointment now for more information.

Business Law

All aspects of business enterprise are governed by laws and regulations.
At the Law Offices of Richard Corey, we have a firm belief in capitalism, entrepreneurship, and sound business practice.
When it comes to your business, the task of choosing the right legal counsel cannot be taken lightly.
Whether its choosing the appropriate business entity for a new start up, or negotiating and enforcing that sales contract, our firm takes pride in facilitating capital growth. Our experience in the business arena involves risk minimization, new venture optimization, brand management, and contractual enforcement.
Richard Corey has been recognized as a top business attorney in Florida by Super Lawyers Magazine for three consecutive years.

Not only are we dedicated to serving our clients and perspective clients in a legal capacity, we can guarantee that our trademarked business model will act as the blue-print for taking the most calculated and precise steps into the future no matter what the objective. Schedule an appointment now for more information

Partnership Agreements

When going into business with another person or entity, the partnership agreement outlines the terms of the relationship. Amongst other things, It covers capital contributions, profits and losses, dissociation and admission of additional partners to the venture.

Limited Liability Company Operating Agreements

A form of partnership agreement that specifically covers limited liability companies.

The terms of this agreement must be carefully negotiated and implemented so as to ensure the most effective execution of the LLC’s business operation. Florida has recently revised its Uniform Limited Liability Act. Make sure your company is up to date with all the newest changes in the law.

Shareholder Agreements

This Agreement covers the relationship between the shareholders of a corporation.

It governs the purchase and sale of stock, the valuation of interests and the admission of additional shareholders. Ultimately, the Shareholder Agreement sets the protocol for shareholder relations, a very important document that cannot be overlooked.

Licensing Agreements

When a business owns an asset and another person or entity wishes to license that asset, whether tangible or intangible intellectual property, the License Agreement governs the terms of the license granted to the licensee by the asset owner. This agreement outlines the compensation paid by the licensee and the terms of the licensee’s use of the asset or technology.

The License Agreement is just as much an asset to the Licensor as the licensed asset itself because it outlines the relationship of all parties involved and must be carefully negotiated and drafted.

Loan Agreements

Documents carefully drafted regarding the terms and conditions of the loan.

This could involve both debt and equity exchange, personal guarantees, collateral, interest payments, and lump sum disbursements. Whether you are loaning or borrowing money, you need to have a very clear picture of the responsibilities and requirements of the deal terms.

Joint Ventures

A joint venture is a commercial enterprise undertaken by two or more parties who retain distinct separation of each of their respective entities but likewise share in the profits and losses of the joint undertaking. This is a very common relationship in the business world. It allows two separate companies to “join forces” on a specific endeavor but does not include an ownership interest exchange in either party’s business.

We are happy to negotiate and draft the Joint Venture Agreement so that all parties involved know exactly what is expected of them so as to maximize the commercial success of the joint venture.

Independent Contractor/ Work-For-Hire Agreements

The Independent Contractor Agreement is very important when retaining the services of third parties that may include intellectual property rights. When designating a party as an Independent Contractor, you are not responsible for the contractor’s tax obligations. The purpose of this agreement is to outline the ownership of any intellectual property rights that may arise in the relationship. For example, when hiring a programmer to develop a software for your company, unless otherwise agreed, the programmer will own the copyright to the source code you are paying him to develop on your behalf.

The independent contractor work-for-hire relationship makes clear that the businesses of each party are separate and distinct and outlines the ownership of the assets, whether tangible or intangible, that are created or developed as a result of the scope of work between the hiring party and the independent contractor.

Distribution Agreements

A Distribution Agreement is a contract between a supplier of goods and a distributor of goods. The supplier may be a manufacturer of the goods but it also could be the owner/creator of certain goods such as music, literary publications, or films. The arrangement between supplier and distributor may be exclusive or non-exclusive and for a set period of time or perpetual in nature.

In many of these types of agreements, particularly in the entertainment industry, there are complex royalty configurations that need to be outlined as well as equity interests in the goods being sold.

Non-Compete Agreements

In the world of business contracts, a non-compete agreement or covenant not to compete, is a clause under which one party agrees not to compete in a particular trade or profession with the other party. This is very common in employment agreements, where the employer requires an employee to sign a covenant not to compete. The nature of the non-compete restriction is based on length of the restriction as well as geographical scope. For purposes of enforceability, the longer the restriction lasts, the smaller the geographical scope must be, and visa versa. In the state of Florida, restraints on trade are not favored, but in many instances, they are necessary to protect the ongoing goodwill of a business enterprise.

Before signing a non-compete agreement or presenting one to a perspective employee, it is very important to outline the specific concerns and understand the nature and extent of the agreement.

Non-Solicitation Agreements

A Non-Solicitation Agreement is a contract or clause within a contract that prohibits one party from soliciting the business, contacts, customers, and employees of the other party.

These types of agreements are very common in employment contracts and are necessary to protect your business against unfair competition.

Venture Capital Documents

These type of legal documents typically include debt and equity purchases, as well as agreements converting debt and equity.

Many of these agreements fall under the definition of negotiable instruments and are quite often governed by Securities Regulations, both by the SEC and Florida Blue Sky Laws.

Complex Loan Workouts

At the Law Offices of Richard Corey, we have extensive experience in identifying and resolving actual and potential legal issues involved in restricting a loan.

Commercial Lease Negotiations

See Commercial Lease Negotiations

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